Director’s Certificate. A director of the Company shall deliver to the Purchaser at the Closing a certificate attaching (i) the certified Memorandum and Articles as then in effect, (ii) copies of all resolutions approved by the shareholders and board of directors of each Group Company related to the transactions contemplated hereby (including the Restructuring) and (iii) such other documents or certificates as the Purchaser may reasonably request.
Director’s Certificate. The Company shall have furnished to the Representative a certificate signed by a Director of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Memorandum and Articles of Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the executive officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
Director’s Certificate. The Company shall have received a certificate signed by a designated director of each of Parent and Merger Sub certifying as to the matters set forth in Section 7.3(a) and Section 7.3(b).
Director’s Certificate. Reference is hereby made to that certain Consulting Agreement (the “Agreement”), dated as of the 15th day of May, 2015, by and among Innovate Services Limited, a Seychelles Company (the “Company”) and Leatt Corporation (“Leatt”) a United States Company. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. Pursuant to Clause 4.2.5 of the Agreement, the undersigned Director of the Company hereby certifies, in her capacity as the sole director of the Company as follows:
Director’s Certificate. I have read this agreement and carefully reviewed every part of it with counsel for the Company. I understand the terms of this Deferred Prosecution Agreement and voluntarily agree, on behalf of Zxxxxx Holdings, Inc. and Zxxxxx Inc., to each of the terms. Before signing this Deferred Prosecution Agreement, I consulted with the attorney for the Company. The attorney fully advised me of the Company’s rights, of possible defenses, of the Sentencing Guidelines’ provisions, and of the consequences of entering into this Deferred Prosecution Agreement. No promises or inducements have been made other than those contained in this Deferred Prosecution Agreement. Furthermore, no one has threatened or forced me, or to my knowledge any person authorizing this Deferred Prosecution Agreement on behalf of the Company, in any way to enter into this Deferred Prosecution Agreement. I am also satisfied with the attorney’s representation in this matter. I certify that I am a director of Zxxxxx Holdings, Inc., and that I have been duly authorized by the Board of Directors of Zxxxxx Holdings, Inc. to execute this certificate on behalf of the Company. /s/ Dxxxx X. Xxxxxx 9/27/07 Zxxxxx Holdings, Inc. Date
Director’s Certificate. Upon the happening of an event as a result of which the Conversion Price will be adjusted pursuant to this Trust Deed and the Conditions as soon as reasonably practicable deliver to the Trustee a certificate signed by two directors of the Issuer, on behalf of the Issuer, setting forth brief particulars of the event, and the adjusted Conversion Price and the date on which such adjustment takes effect and in any case setting forth such other particulars and information as the Trustee may reasonably require.
Director’s Certificate. GPC shall have been furnished with certificates dated the Closing Date and signed by a duly authorized director of Action, certifying that each representation and warranty of Action contained in this Agreement shall: (a) have been true and correct as of the date of this Agreement, and (b) be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing.
Director’s Certificate. On each Bring-Down Date, the Company will furnish or cause to be furnished to the Managers forthwith a director’s certificate of the Company, dated and delivered as of the date of this Agreement or the applicable Bring-Down Date, as the case may be, in form and substance satisfactory to the Managers.
Director’s Certificate. (i) At the Closing Date, the Directors will each furnish to Surety a certificate dated the Closing Date which shall state whether (i) the Directors have complied in all material respects with their respective agreements contained herein and in the Merger Agreements to be performed at or prior to the Closing Date, and (ii) the representations and warranties of the Directors, First Midlothian, and First Bank contained herein and in the Merger Agreements are true in all material respects at and as of the Closing Date with the same effect as though such representations and warranties (in the exact language contained in this Plan or in the Merger Agreements with appropriate modification of tense in the case of representations and warranties relating to statements of fact as of specified dates) had been made at and as of the Closing Date, except as otherwise contemplated by this Plan or the Merger Agreements.
Director’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by a Director of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying (i) that the Charter Documents are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions of the Company’s Board of Directors relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq, (v) as to the accuracy and completeness of all resolutions of shareholders of the Company and (vi) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
